Exhibit 10.6


                                 July 18, 2000



CFW Communications Company
401 Spring Lane
Suite 300
P.O. Box 1990
Waynesboro, VA 22980
Attn: James S. Quarforth

     Re:  Management Continuity Agreement
          Executive Supplemental Retirement Plan, as amended
          401(k) Restoration Plan

Dear Mr. Quarforth:

     In connection with the investment by Welsh, Carson, Anderson & Stowe, VIII,
L.P. and Welsh, Carson, Anderson & Stowe, IX, L.P. (collectively "WCAS") in CFW
Communications Company (the "Company") and in recognition of the value of such
investment to the Company, the undersigned hereby agrees that, with respect to
the above-referenced agreement and plans:

     1.   A "change in control" shall not include an acquisition, directly or
indirectly, of more than 30% of the combined voting power of the Company's then
outstanding securities by WCAS, any Controlled Entity and any person to whom
WCAS is permitted to transfer its Common Stock or Preferred Stock ("Permitted
Transferee") pursuant to the Shareholder's Agreement, as amended, restated or
modified from time to time in accordance with the terms thereof ("Shareholder's
Agreement") dated July 11, 2000 among the Company, WCAS and certain other
Persons, but only so long as WCAS, any Controlled Entity, and any Permitted
Transferee shall comply with Article 5 of the Shareholder's Agreement.

     2.   "Controlled Entity" shall mean any entity in which WCAS owns the
majority of the voting shares or securities or has the ability (whether through
the ownership of voting securities, contract or otherwise) to elect a majority
of the board of directors or other similar governing body or of which WCAS has
the authority to control or direct the investment decisions.

                                        Sincerely,


                                        ________________________________
                                        Participant